EXHIBIT 5

                         PEZZOLA & REINKE
                    A Professional Corporation
                        Counselors at Law

                    Lake Merritt Plaza Building
                 1999 Harrison Street, Suite 1300
                     Oakland, California 94612
                     Telephone (510) 273-8750
                     Facsimile (510) 834-7440


                         January 14, 1997

DSP Communications, Inc.
20300 Stevens Creek Boulevard, 4th Flr.
Cupertino, CA 95014

           RE: REGISTRATION STATEMENT ON FORM S-8

Gentlemen:

     As general counsel to DSP Communications, Inc., a Delaware corporation 
(the "Company"), we have been asked by the Company to review the Registration 
Statement on Form S-8 to be filed by the Company with the Securities and 
Exchange Commission on, or about, January 16, 1997 (the "Registration 
Statement"). This is in connection with the registration under the Securities 
Act of 1933, as amended, of three million (3,000,000) shares of the Company's 
Common Stock, $0.001 par value per share (the "Plan Shares"), none of which 
are presently issued and outstanding.

     As your general counsel, we have examined the proceedings and such other 
documents as we have deemed necessary relating to the issuance of three 
million (3,000,000) Plan Shares to be issued under the Company's 1996 Stock 
Option Plan.

     In rendering this opinion, we have assumed, without investigation, the 
genuineness of all signatures; the correctness of all certificates; the 
authenticity of all documents submitted to us as originals; the conformity to 
original documents of all documents submitted to us as certified, photostatic 
or facsimile copies and the authenticity of the originals of such copies; and 
the accuracy and completeness of all records made available to us by, or on 
behalf of, the Company. In addition, we have assumed, without investigation, 
the accuracy of the representations and statements as to factual matters made 
by the Company, its officers and employees, and public



DSP Communications, Inc.
January 14, 1997
Page 2
RE: REGISTRATION STATEMENT ON FORM S-8


officials. Nothing has come to our attention, however, which would lead us to 
question the accuracy or completeness of such representations, warranties or 
statements.

     In rendering the opinion hereinafter expressed, we have examined and 
relied upon such documents and instruments as have deemed necessary and 
appropriate. It is our opinion that the Plan Shares, when subsequently issued 
upon payment therefor in accordance with the terms of the 1996 Stock Option 
Plan, will be validly issued, fully paid and nonassessable.

     We are admitted to practice law only in the State of California, and we 
express no opinion concerning any law other than the law of the State of 
California. This opinion is intended solely for your benefit and is not to be 
relied upon by any other person, firm, or entity without our prior written 
consent.

     We consent to the use of this opinion as an Exhibit to the Registration 
Statement, and further consent to all references to this Firm in the 
Registration Statement and any amendments thereto.

                             Very truly yours,

                             /s/ Pezzola & Reinke, APC

                             PEZZOLA & REINKE
                             A Professional Corporation